Forming a company in Luxembourg usually means incorporating an S.à r.l., a private limited liability company. Shareholders risk only the capital they invest, and foreign owners are welcome. We arrange the notary, Luxembourg Trade and Companies Register (RCS) and tax registrations, so your company is ready to trade.
Why form a Luxembourg S.à r.l.?
The S.à r.l. (société à responsabilité limitée) is the standard vehicle for foreign entrepreneurs and international groups in Luxembourg. It works equally well for an operating business, a holding company, an IP licensing company or a finance company.
Limited liability. Shareholders risk only what they invest, not their private assets.
Pay the minimum capital later. The minimum share capital is €12,000, which must be fully subscribed at incorporation. Under the updated law, you can defer payment of it for up to 12 months, so you can incorporate without tying up funds or waiting for a bank account first.
Flexible share structure. Shares can be issued in different classes with different rights, which suits investors and financiers.
Flexible governance. The articles of association can be tailored to the shareholders’ needs, including how decisions are taken and how shares are transferred.
Credible in international trade. The Luxembourg legal system and the Luxembourg tax treaty network are well established with banks and counterparties.
The Luxembourg S.à r.l. at a glance
| Feature | What it means |
|---|---|
| Legal form | Société à responsabilité limitée (S.à r.l.), a private limited liability company with its own legal personality |
| Minimum share capital | €12,000, fully subscribed at incorporation. Payment of the minimum capital can be deferred for up to 12 months where it is contributed in cash |
| Shareholders | One or more, individuals or companies, of any nationality |
| Liability | Limited to the amount invested, except in cases such as manager negligence. Founders remain liable for capital that is not paid within the deferral period |
| Incorporation | Notarial deed before a Luxembourg notary, then registration in the RCS |
| Registered address | A Luxembourg address is required; a domiciliation service can serve |
| Share transfer | Subject to the transfer restrictions in the law and the articles of association |
| Taxation | Luxembourg corporate income tax on worldwide profits, with treaty relief and the participation exemption |
Deferred payment of the share capital
Since June 2026, Luxembourg law lets you incorporate an S.à r.l. without paying in the minimum capital on day one. The main points:
- Full subscription at incorporation. The entire share capital must still be subscribed when the company is incorporated. Only the payment can be deferred.
- Up to 12 months. The €12,000 minimum can be paid in whole or in part within 12 months of incorporation. The articles of association set the payment terms and may provide for a shorter period.
- Cash contributions only. Contributions in kind must be fully paid at incorporation.
- Amounts above €12,000. Any capital above the minimum, and any share premium, must be paid immediately.
- Transparency. Company documents must show any portion of the capital not yet paid, and the annual accounts disclose the shareholders who still owe capital.
- Safeguards. Founders remain liable for capital that is not paid, and voting rights on unpaid shares are suspended.
In practice this means the company can be incorporated before a bank account is open. We tell you at the start whether deferred payment suits your structure or whether paying up at incorporation is the better route, for example where a bank or counterparty expects the capital to be in place.
Which legal form fits your business?
For most international owners the S.à r.l. is the right choice. The other forms suit specific cases.
| Form | Liability | Minimum capital | Typical use |
|---|---|---|---|
| S.à r.l. | Limited to investment | €12,000 (payment can be deferred for up to 12 months) | Operating, holding, IP and finance companies |
| S.A. (société anonyme) | Limited to investment | €30,000 | Larger companies, listed companies, groups needing share-based flexibility |
| Branch of a foreign company | The foreign parent is liable | None | Extending an existing foreign company into Luxembourg |
| Sole trader (entreprise individuelle) | Unlimited, personal | None | Small start-ups and freelancers |
| General partnership (S.N.C.) | Unlimited, joint and several | None | Two or more partners trading together |
| Limited partnership (S.C.S.) | Unlimited for general partners, limited for limited partners | None | Funds and joint investments |
| Non-profit association or foundation | No owners | None | Non-profit goals and asset protection |
Not sure whether a subsidiary or a branch suits you better? Ask us before you decide, because the tax and liability consequences differ.
How we form your company
- Free consultation. Tell us about your business, owners and plans. We confirm that an S.à r.l. is the right form.
- Name and structure. We check that your company name is available and set the share structure, managers and registered address.
- Draft articles of association. We prepare standard articles in English and French, or tailored articles where you need special share rights. The articles set out how and when the share capital is paid.
- Identification. Shareholders and managers provide ID and the documents listed below.
- Capital. You either pay the capital in at incorporation or, for cash contributions, use the deferred payment option and pay within the agreed period of up to 12 months.
- Signing at the notary. The company comes into existence when the notarial deed is executed. A power of attorney lets you sign without travelling.
- Registrations. We register the company with the RCS, the Luxembourg tax authorities (including a VAT number) and the register of beneficial owners (RBE).
- Ready to trade. You receive the RCS extract and deed, and we help you open a bank account.
Once your documents are complete, incorporation usually takes only days to a couple of weeks.
Documents you need
Exact requirements depend on who owns the company. In most cases we ask for:
- A certified copy of a valid passport or ID for each shareholder and manager
- Proof of residential address for each of them, such as a recent utility bill
- Your chosen company name, with one or two alternatives
- A description of the business activities
- The share capital, how shares are divided and whether you want to defer payment of the minimum capital
- For a corporate shareholder: a recent extract from its company register, its articles of association and a list of its directors and owners
- Details of the ultimate beneficial owners (UBOs), which the company must register in the RBE
A foreign document may need a legalisation or apostille. We tell you which ones when we know your situation.
Business licence
Companies carrying on commercial, craft or certain regulated activities in Luxembourg need a business licence (autorisation d’établissement) from the Ministry of the Economy. The requirements depend on the activity and on the qualifications and good standing of the manager. We tell you at the start whether your activity needs one.
Bank account and Luxembourg ties
Opening a business bank account used to hold up incorporation, because the capital had to be paid in first. With deferred payment, the company can now be incorporated before the account is open. A bank account is still essential to trade, and it is the step that most often takes longer than the incorporation itself. To open one, the major Luxembourg banks typically ask for:
- ID for each representative of the company
- The RCS extract and the articles of association
- Proof of the registered address
- A clear explanation of the business, its customers and where its money comes from
The bigger banks usually want representatives to identify themselves in person. They also look closely at companies whose only link to Luxembourg is the registered address. If a Luxembourg bank declines, alternatives include other Luxembourg or foreign banks, or appointing a Luxembourg-resident manager. We advise on the best route for your case. Approval always rests with the bank.
Taxes and compliance after incorporation
A Luxembourg company pays corporate income tax, municipal business tax and net wealth tax. Corporate income tax is 16% in 2026, giving a combined rate of 23.87% in Luxembourg City. Luxembourg has a wide tax treaty network, and the participation exemption can exempt qualifying income from subsidiaries. Dividends paid out may carry 15% Luxembourg dividend withholding tax, but an exemption or a lower treaty rate often applies.
Every Luxembourg company must meet a few ongoing obligations:
- Keep proper accounting records
- File annual accounts with the RCS
- Submit corporate income tax, municipal business tax and net wealth tax returns and, where registered, VAT returns
- Keep the shareholder register and the RBE up to date
- If you used deferred payment, pay in the outstanding capital within the agreed period
We can handle these through our accounting, tax and corporate services, including tax planning. Our Luxembourg corporate tax summary covers rates and incentives in more detail.
New company or shelf company?
If you need to trade immediately, or want an older company, a shelf company may suit you better. If you want your own name, structure and shareholders from day one, form a new company.
| New company | Shelf company | |
|---|---|---|
| Company name | Your own choice | Existing name, which can be changed after the transfer |
| Company age | New | Already incorporated, sometimes for years |
| Speed | Days to a couple of weeks after documents are completed | Faster, because the company already exists |
| Set-up | Built to your specification | Ready-made, adjusted after purchase |
| Best for | Start-ups and tailored structures | Urgent trading, credibility with an aged company |
See our Luxembourg shelf company page for ready-made options.
Frequently asked questions
Do I need to live in Luxembourg to own an S.à r.l.?
No. Shareholders and managers can live anywhere. You do need a Luxembourg registered address, and banks and the tax authorities may look for real links to Luxembourg.
How much capital do I need?
The legal minimum for an S.à r.l. is €12,000, which must be fully subscribed at incorporation. You can choose to pay it in at incorporation or, for cash contributions, defer payment for up to 12 months. Any capital above €12,000 must be paid immediately. You decide how much more to contribute, and some customers and banks expect more.
Can I pay the share capital after incorporation?
Yes, for the €12,000 minimum, where it is contributed in cash. The capital must be subscribed at incorporation, and the outstanding amount must be paid within the period set in the articles, up to 12 months. Contributions in kind, capital above the minimum and share premium cannot be deferred.
Do I need a bank account before I incorporate?
No longer necessarily. If you defer payment of the minimum capital, the company can be incorporated before the account is open. You will still need an account to trade.
How long does it take?
Once your documents are complete, incorporation usually takes days to a couple of weeks. Opening a bank account can take longer.
What does it cost?
Our incorporation package covers the notary, the RCS and the tax registrations and starts at EUR 3,750, all inclusive.
Do I need to attend the notary in person?
Not necessarily. A power of attorney can allow us to sign on your behalf.
Can I form an S.à r.l. with a company as shareholder?
Yes. A corporate shareholder needs extra documents, and additional fees may apply.
Can I buy a ready-made company instead?
Yes. See our Luxembourg shelf companies.
Start your Luxembourg company
Tell us about your plans and we will confirm the right structure, a price and a timetable within the day. Contact us or write at contact@shelf-company.lu